Justia Business Law Opinion Summaries

The case revolves around the University Hospital's decision to award a contract for the design, construction, and operation of an on-site pharmacy to a bidder other than Sumukha LLC. Sumukha challenged the decision, but the hospital's hearing officer denied the protest. Sumukha then appealed to the Appellate Division. While the appeal was pending, Sumukha filed a second protest challenging the decision to change the pharmacy's planned location. When the hospital failed to respond, Sumukha filed a second appeal in the Appellate Division.The Appellate Division dismissed the appeal from Sumukha’s first protest, concluding that University Hospital’s determination was not directly appealable to the Appellate Division. It later dismissed Sumukha’s second appeal. Both dismissals were without prejudice to Sumukha’s right to file an action in the Law Division. The Court granted certification and consolidated the appeals.The Supreme Court of New Jersey found no evidence in University Hospital’s enabling statute that the Legislature intended the Hospital to be a “state administrative agency” under Rule 2:2-3(a)(2). The court held that University Hospital’s decisions and actions may not be directly appealed to the Appellate Division. The court affirmed the dismissal of the appeals, without prejudice to Sumukha’s right to file actions in the Law Division. View "In re Protest of Contract for Retail Pharmacy Design, Construction, Start-Up and Operation, Request for Proposal No. UH-P20-006" on Justia Law

The case revolves around a dispute between Winston Mar and SierraConstellation Partners, LLC (Sierra) and Lawrence Perkins (collectively, Sierra defendants). Mar, who was a partner in Sierra, sought a buyout of his partnership interest. Sierra defendants moved to compel arbitration of Mar's action, based on an arbitration agreement included in Sierra's employee handbook. Mar had refused to sign the arbitration agreement, stating that he would not be bound by it and that Sierra could terminate his employment if it objected. Sierra argued that Mar's continued employment for 19 months after the introduction of the arbitration agreement constituted assent to the agreement.The Superior Court of Los Angeles County denied Sierra defendants' motion to compel arbitration. The court found that Sierra defendants failed to meet their burden to establish the existence of an arbitration agreement because Mar clearly stated that he refused to sign the arbitration agreement and Sierra could terminate his employment if it objected.On appeal, the Court of Appeal of the State of California, Second Appellate District, Division Seven, affirmed the lower court's decision. The appellate court held that while an employee's continued employment can generally be taken as assent to an arbitration agreement, this is not the case when the employee promptly rejects the arbitration agreement and makes clear he or she refuses to be bound by the agreement. In this case, Mar promptly and unequivocally rejected the arbitration agreement, and thus, there was no mutual assent to arbitrate. View "Mar v. Perkins" on Justia Law

The case involves BitGo Holdings, Inc. and Galaxy Digital Holdings Ltd., who entered into a merger agreement. BitGo, a technology company, was required to submit audited financial statements to Galaxy, the acquirer, by a specified date. When BitGo submitted the financial statements, Galaxy claimed they were deficient because they did not apply recently published guidance from the Securities and Exchange Commission’s staff. BitGo disagreed, but submitted a second set of financial statements. Galaxy found fault with the second submission and terminated the merger agreement. BitGo then sued Galaxy for wrongful repudiation and breach of the merger agreement.The Court of Chancery sided with Galaxy and dismissed the complaint. The court found that the financial statements submitted by BitGo did not comply with the requirements of the merger agreement, providing Galaxy with a valid basis to terminate the agreement.On appeal, the Supreme Court of Delaware reversed the decision of the Court of Chancery. The Supreme Court found that the definition of the term “Company 2021 Audited Financial Statements” in the merger agreement was ambiguous. The court concluded that both parties had proffered reasonable interpretations of the merger agreement’s definition. Therefore, the court remanded the case for the consideration of extrinsic evidence to resolve this ambiguity. View "BitGo Holdings, Inc. v. Galaxy Digital Holdings Ltd., et al." on Justia Law

The case revolves around a tort action brought by the widow of a deceased worker against various entities, including the employer, Oklahoma Gas and Electric Company, and others involved in the construction project where the accident occurred. The widow alleged that these entities failed to provide proper supervision and safety protocols, leading to her husband's death. The employer, BJ's Oilfield Construction, Inc., filed a motion to dismiss a third-party petition filed against it by one of the defendants, SunPower Corporation Systems. The District Court sustained the motion to dismiss, leading to an appeal.In the lower courts, the widow's wrongful death claim was initially dismissed, leading to three separate appeals. The dismissals were based on the defendants identifying themselves with "prime contractor" status. The appellate court reversed the dismissals, stating that the defendants' assertions were unsupported. The cases were remanded back to the District Court.The Supreme Court of the State of Oklahoma reversed the District Court's order dismissing SunPower's third-party petition against BJ's Oilfield. The court held that the exclusive remedy and liability language in the workers' compensation law does not prevent an employer from creating non-employer legal relationships, capacities, or roles. However, these relationships, capacities, or roles cannot create a negligence tort liability for the same physical injury used by a party for a compensable workers' compensation award. The court also held that the language of the workers' compensation law does not prohibit an employer from creating an indemnity agreement holding others harmless for the employer's intentional conduct not subject to exclusive workers' compensation remedies. The case was remanded for additional proceedings. View "KNOX v. OKLAHOMA GAS AND ELECTRIC CO." on Justia Law

During the 2008 financial crisis, Highland Capital Management, L.P., an investment manager, faced numerous redemption requests from investors of the Highland Crusader Fund. The Fund was placed in wind-down, and a dispute arose over the distribution of assets. This led to the adoption of a Joint Plan of Distribution and the appointment of a Redeemer Committee to oversee the wind-down. The Committee accused Highland Capital of breaching its fiduciary duty by purchasing redemption claims of former investors. An arbitration panel ruled in favor of the Committee, ordering Highland Capital to pay approximately $3 million and either transfer or cancel the redemption claims.Before the Committee could obtain a judgment for the award, Highland Capital filed for Chapter 11 bankruptcy. CLO HoldCo, a creditor, filed a claim for approximately $11 million, asserting it had purchased interests in the redemption claims. However, after a settlement agreement between Highland Capital and the Committee led to the cancellation of the redemption claims, CLO HoldCo amended its claim to zero dollars.After the bankruptcy court confirmed Highland Capital's reorganization plan, CLO HoldCo filed a second amended proof of claim, asserting a new theory of recovery. It argued that the cancellation of the redemption claims resulted in a credit for Highland Capital, which it owed to CLO HoldCo. The bankruptcy court denied the motion to ratify the second amended proof of claim, a decision affirmed by the district court.The United States Court of Appeals for the Fifth Circuit affirmed the lower courts' decisions. It held that post-confirmation amendments require a heightened showing of "compelling circumstances," which CLO HoldCo failed to provide. The court found that the bankruptcy court did not abuse its discretion in denying CLO HoldCo's motion to ratify the second amended proof of claim. View "CLO Holdco v. Kirschner" on Justia Law

The case involves New England Auto Max, Inc., and others (the defendants), who are involved in a civil action where they unsuccessfully moved to dismiss the action for exceeding the $50,000 limit. The defendants then petitioned the Supreme Judicial Court for extraordinary relief, which was denied on the grounds that the defendants had an alternate avenue of appellate relief. The defendants appealed this decision.The case was initially heard in the District Court, where the defendants' motion to dismiss the action for exceeding the $50,000 limit was denied. The defendants then petitioned the Supreme Judicial Court for extraordinary relief, which was denied by a single justice on the grounds that the defendants had an alternate avenue of appellate relief. The defendants appealed this decision to the Supreme Judicial Court.The Supreme Judicial Court held that the single justice did not err or abuse his discretion in denying relief to the defendants. However, the court decided to exercise its discretion to address the question of law presented by the defendants. The court held that the defendants had a right to an interlocutory appeal to the Appellate Division of the District Court on the question of law they presented before the court. The court also concluded that the District Court judge erred in holding that the court could not look beyond a plaintiff's initial statement of damages in assessing whether there is a reasonable likelihood that recovery by the plaintiff will exceed $50,000. The case was remanded to the county court for entry of an order vacating the denial of the defendants' motion to dismiss and remanding to the District Court for further proceedings consistent with the court's opinion. View "New England Auto Max, Inc. v. Hanley" on Justia Law

In August 2020, Governor Gavin Newsom and the California Department of Public Health (CDPH) introduced the Blueprint for a Safer Economy, a color-coded, risk-based framework for managing restrictions during the COVID-19 pandemic. The Blueprint included restrictions on business activities, including customer capacity limitations. Plaintiffs, Central California businesses and their owners, filed suit against the Governor and others responsible for creating and enforcing the Blueprint, alleging that its creation and enforcement were unlawful. They claimed that the Governor and CDPH lacked statutory authority to implement the Blueprint, and that broadly interpreting the Emergency Services Act (ESA) and Health and Safety Code section 120140 conferred unfettered discretion on defendants to impose restrictions on businesses, violating the California Constitution’s non-delegation doctrine.The trial court denied plaintiffs' motion for a preliminary injunction seeking to enjoin the enforcement of the Blueprint. On appeal, the court dismissed the appeal as moot because the Governor had rescinded the Blueprint. After this, the parties cross-moved for summary judgment. The trial court granted defendants’ motion and denied plaintiffs’ motion, holding that the Third District Court of Appeal’s decision in Newsom v. Superior Court (Gallagher) had rejected the same challenges to the Governor’s emergency powers that plaintiffs assert. The court entered judgment in defendants’ favor.The Court of Appeal of the State of California Fifth Appellate District affirmed the judgment. The court followed Gallagher and concluded it governs the outcome of this appeal. The court held that the ESA permitted the Governor to amend or make new laws and did not violate the constitutional separation of powers by delegating quasi-legislative power to the Governor in an emergency. The court also found that the ESA contained several safeguards on the exercise of the power, including that the Governor must terminate the state of emergency as soon as possible and that the Legislature may terminate the emergency by passing a concurrent resolution. View "Ghost Golf, Inc. v. Newsom" on Justia Law

The case involves 360 Virtual Drone Services LLC and its owner, Michael Jones, who sought to provide customers with aerial maps and 3D digital models containing measurable data. However, the North Carolina Board of Examiners for Engineers and Surveyors argued that doing so would constitute engaging in the practice of land surveying without a license, in violation of the North Carolina Engineering and Land Surveying Act. Jones and his company sued the Board, arguing that the restriction on their ability to offer these services without first obtaining a surveyor’s license violates their First Amendment rights.The district court granted summary judgment in favor of the Board. The court concluded that Jones had standing to challenge the statute based on his desire to create “two-dimensional and three-dimensional maps with geospatial data.” It also concluded that the Engineering and Land Surveying Act implicated the First Amendment. However, it found that the Act constituted “a generally applicable licensing regime that restricts the practice of surveying to those licensed” and primarily regulated conduct rather than speech, such that intermediate scrutiny applied. Finally, the court concluded that the Act survived intermediate scrutiny.On appeal, the United States Court of Appeals for the Fourth Circuit affirmed the district court's decision. The appellate court concluded that the Act, as applied to the plaintiffs, was a regulation of professional conduct that only incidentally impacts speech. Therefore, it applied a more relaxed form of intermediate scrutiny that mandates only that the restriction be “sufficiently drawn” to protect a substantial state interest. The court found that the Act met this standard and therefore did not violate the plaintiffs' First Amendment rights. View "360 Virtual Drone Services LLC v. Ritter" on Justia Law

The case involves Nano Dimension Ltd., an Israeli 3D printing and manufacturing company, and several defendants including Murchinson Ltd. and Anson Advisors Inc. Nano alleged that the defendants violated Section 13(d) of the Securities Exchange Act of 1934 by failing to disclose that they acted as a group when acquiring more than five percent of Nano’s American Depository Shares (ADSs). As a remedy, Nano sought an order directing the defendants to disclose their alleged group status on amended Schedule 13Ds and an injunction prohibiting them from acquiring additional ADSs or voting their existing ADSs pending completion of the amended filings.The United States District Court for the Southern District of New York dismissed Nano's claims as moot. The court found that the defendants had cured the alleged Section 13(d) violations by amending their Schedule 13D filings to disclose Nano’s allegations and their position that the allegations were without merit.The United States Court of Appeals for the Second Circuit affirmed the district court's decision. The appellate court agreed that the defendants' amended filings satisfied Section 13(d)’s disclosure requirements. The court also rejected Nano's argument that it was entitled to retroactive injunctive relief, noting that such relief is not available under Section 13(d) when corrective disclosures have been made and the vote in question did not effect a change in control over the issuer. View "Nano Dimension Ltd. v. Murchinson Ltd." on Justia Law

A Lyft driver, Abdu Lkader Al Shikha, was attacked by a passenger who had a criminal record. Al Shikha sued Lyft for negligence, arguing that the company should conduct criminal background checks on all passengers, not just drivers. The trial court granted Lyft's motion for judgment on the pleadings, concluding that Lyft had no legal duty to conduct background checks on passengers.Al Shikha appealed, but the Court of Appeal of the State of California Second Appellate District Division Three affirmed the trial court's decision. The court found that Al Shikha failed to establish that Lyft's legal duty to its drivers extends to conducting criminal background checks on all riders. The court reasoned that such a duty would be highly burdensome and would not necessarily prevent violent attacks on drivers. The court also noted that the foreseeability of a passenger attacking a driver was not sufficiently high to warrant imposing this duty on Lyft.The court further noted that imposing a duty on Lyft to conduct criminal background checks on all passengers would raise significant concerns about consumer privacy and the potential for discrimination. The court concluded that Al Shikha's complaint failed to allege facts demonstrating that the type of harm he suffered was highly foreseeable, or that the failure to conduct criminal background checks on all passengers is sufficiently likely to result in a violent, unprovoked attack on a driver. View "Shikha v. Lyft, Inc." on Justia Law